1. 1 The Objective in Corporate Finance “If you don’t know where you are going, it does not matter how you get there”

2. 2 First Principles

3. 3 The Classical Viewpoint Van Horne: "In this book, we assume that the objective of the firm is to maximize its value to its stockholders" Brealey & Myers: "Success is usually judged by value: Shareholders are made better off by any decision which increases the value of their stake in the firm... The secret of success in financial management is to increase value." Copeland & Weston: The most important theme is that the objective of the firm is to maximize the wealth of its stockholders." Brigham and Gapenski: Throughout this book we operate on the assumption that the management's primary goal is stockholder wealth maximization which translates into maximizing the price of the common stock.

4. 4 The Objective in Decision Making In traditional corporate finance, the objective in decision making is to maximize the value of the firm. A narrower objective is to maximize stockholder wealth. When the stock is traded and markets are viewed to be efficient, the objective is to maximize the stock price. Maximize firm value Maximize equity value Maximize market estimate of equity value

5. 5 Maximizing Stock Prices is too “narrow” an objective: A preliminary response Maximizing stock price is not incompatible with meeting employee needs/objectives. In particular: –- Employees are often stockholders in many firms –- Firms that maximize stock price generally are profitable firms that can afford to treat employees well. Maximizing stock price does not mean that customers are not critical to success. In most businesses, keeping customers happy is the route to stock price maximization. Maximizing stock price does not imply that a company has to be a social outlaw.

6. 6 Why traditional corporate financial theory focuses on maximizing stockholder wealth. Stock price is easily observable and constantly updated (unlike other measures of performance, which may not be as easily observable, and certainly not updated as frequently). If investors are rational (are they?), stock prices reflect the wisdom of decisions, short term and long term, instantaneously. The objective of stock price performance provides some very elegant theory on: –Allocating resources across scarce uses (which investments to take and which ones to reject) –how to finance these investments –how much to pay in dividends

7. 7 The Classical Objective Function STOCKHOLDERS Maximize stockholder wealth Hire & fire managers - Board - Annual Meeting BONDHOLDERS Lend Money Protect bondholder Interests FINANCIAL MARKETS SOCIETY Managers Reveal information honestly and on time Markets are efficient and assess effect on value No Social Costs Costs can be traced to firm

8. 8 What can go wrong? STOCKHOLDERS Managers put their interests above stockholders Have little control over managers BONDHOLDERS Lend Money Bondholders can get ripped off FINANCIAL MARKETS SOCIETY Managers Delay bad news or provide misleading information Markets make mistakes and can over react Significant Social Costs Some costs cannot be traced to firm

9. 9 I. Stockholder Interests vs. Management Interests In theory: The stockholders have significant control over management. The mechanisms for disciplining management are the annual meeting and the board of directors. In Practice: Neither mechanism is as effective in disciplining management as theory posits.

10. 10 The Annual Meeting as a disciplinary venue The power of stockholders to act at annual meetings is diluted by three factors –Most small stockholders do not go to meetings because the cost of going to the meeting exceeds the value of their holdings. –Incumbent management starts off with a clear advantage when it comes to the exercise of proxies. Proxies that are not voted becomes votes for incumbent management. –For large stockholders, the path of least resistance, when confronted by managers that they do not like, is to vote with their feet.

11. 11 And institutional investors go along with incumbent managers…

12. 12 Board of Directors as a disciplinary mechanism

13. 13 The CEO often hand-picks directors.. A 1992 survey by Korn/Ferry revealed that 74% of companies relied on recommendations from the CEO to come up with new directors; Only 16% used an outside search firm. While that number has changed in recent years, CEOs still determine who sits on their boards. While more companies have outsiders involved in picking directors now, CEOs still exercise significant influence over the process. Directors often hold only token stakes in their companies. The Korn/Ferry survey found that 5% of all directors in 1992 owned less than five shares in their firms. Most directors in companies today still receive more compensation as directors than they gain from their stockholdings. While share ownership is up among directors today, they usually get these shares from the firm (rather than buy them). Many directors are themselves CEOs of other firms. Worse still, there are cases where CEOs sit on each other’s boards.

14. 14 Directors lack the expertise (and the willingness) to ask the necessary tough questions.. In most boards, the CEO continues to be the chair. Not surprisingly, the CEO sets the agenda, chairs the meeting and controls the information provided to directors. The search for consensus overwhelms any attempts at confrontation.

15. 15 Who’s on Board? The Disney Experience - 1997

16. 16 The Calpers Tests for Independent Boards Calpers, the California Employees Pension fund, suggested three tests in 1997 of an independent board –Are a majority of the directors outside directors? –Is the chairman of the board independent of the company (and not the CEO of the company)? –Are the compensation and audit committees composed entirely of outsiders? Disney was the only S&P 500 company to fail all three tests.

17. 17 Business Week piles on… The Worst Boards in 1997..

18. 18  Application Test: Who’s on board? Look at the board of directors for your firm. Analyze –How many of the directors are inside directors (Employees of the firm, ex- managers)? –Is there any information on how independent the directors in the firm are from the managers? Are there any external measures of the quality of corporate governance of your firm? –Yahoo! Finance now reports on a corporate governance score for firms, where it ranks firms against the rest of the market and against their sectors.

19. 19 So, what next? When the cat is idle, the mice will play.... When managers do not fear stockholders, they will often put their interests over stockholder interests –Greenmail: The (managers of ) target of a hostile takeover buy out the potential acquirer's existing stake, at a price much greater than the price paid by the raider, in return for the signing of a 'standstill' agreement. –Golden Parachutes: Provisions in employment contracts, that allows for the payment of a lump-sum or cash flows over a period, if managers covered by these contracts lose their jobs in a takeover. –Poison Pills: A security, the rights or cashflows on which are triggered by an outside event, generally a hostile takeover, is called a poison pill. –Shark Repellents: Anti-takeover amendments are also aimed at dissuading hostile takeovers, but differ on one very important count. They require the assent of stockholders to be instituted. –Overpaying on takeovers: Acquisitions often are driven by management interests rather than stockholder interests. No stockholder approval needed….. Stockholder Approval needed

20. 20 Overpaying on takeovers The quickest and perhaps the most decisive way to impoverish stockholders is to overpay on a takeover. The stockholders in acquiring firms do not seem to share the enthusiasm of the managers in these firms. Stock prices of bidding firms decline on the takeover announcements a significant proportion of the time. Many mergers do not work, as evidenced by a number of measures. –The profitability of merged firms relative to their peer groups, does not increase significantly after mergers. –An even more damning indictment is that a large number of mergers are reversed within a few years, which is a clear admission that the acquisitions did not work.

21. 21 A Case Study: Kodak - Sterling Drugs Eastman Kodak’s Great Victory

22. 22 Earnings and Revenues at Sterling Drugs Sterling Drug under Eastman Kodak: Where is the synergy? 0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000 19881989199019911992 RevenueOperating Earnings

23. 23 Kodak Says Drug Unit Is Not for Sale … but… An article in the NY Times in August of 1993 suggested that Kodak was eager to shed its drug unit. –In response, Eastman Kodak officials say they have no plans to sell Kodak’s Sterling Winthrop drug unit. –Louis Mattis, Chairman of Sterling Winthrop, dismissed the rumors as “massive speculation, which flies in the face of the stated intent of Kodak that it is committed to be in the health business.” A few months later…Taking a stride out of the drug business, Eastman Kodak said that the Sanofi Group, a French pharmaceutical company, agreed to buy the prescription drug business of Sterling Winthrop for $1.68 billion. –Shares of Eastman Kodak rose 75 cents yesterday, closing at $47.50 on the New York Stock Exchange. –Samuel D. Isaly an analyst, said the announcement was “very good for Sanofi and very good for Kodak.” – “When the divestitures are complete, Kodak will be entirely focused on imaging,” said George M. C. Fisher, the company's chief executive. –The rest of the Sterling Winthrop was sold to Smithkline for $2.9 billion.

24. 24  Application Test: Who owns/runs your firm? Look at: Bloomberg printout HDS for your firm Who are the top stockholders in your firm? What are the potential conflicts of interests that you see emerging from this stockholding structure?

25. 25 Case 1: Splintering of Stockholders Disney’s top stockholders in 2003

26. 26 Case 2: Voting versus Non-voting Shares: Aracruz Aracruz Cellulose, like most Brazilian companies, had multiple classes of shares. –The common shares had all of the voting rights and were held by incumbent management, lenders to the company and the Brazilian government. –Outside investors held the non-voting shares, which were called preferred shares, and had no say in the election of the board of directors. At the end of 2002, Aracruz was managed by a board of seven directors, composed primarily of representatives of those who own the common (voting) shares, and an executive board, composed of three managers of the company.

27. 27 Case 3: Cross and Pyramid Holdings Tata Chemical’s top stockholders in 2008

28. 28 Things change.. Disney’s top stockholders in 2009

29. 29 II. Stockholders' objectives vs. Bondholders' objectives In theory: there is no conflict of interests between stockholders and bondholders. In practice: Stockholder and bondholders have different objectives. Bondholders are concerned most about safety and ensuring that they get paid their claims. Stockholders are more likely to think about upside potential

30. 30 Examples of the conflict.. Increasing dividends significantly: When firms pay cash out as dividends, lenders to the firm are hurt and stockholders may be helped. This is because the firm becomes riskier without the cash. Taking riskier projects than those agreed to at the outset: Lenders base interest rates on their perceptions of how risky a firm’s investments are. If stockholders then take on riskier investments, lenders will be hurt. Borrowing more on the same assets: If lenders do not protect themselves, a firm can borrow more money and make all existing lenders worse off.

31. 31 An Extreme Example: Unprotected Lenders?

32. 32 III. Firms and Financial Markets In theory: Financial markets are efficient. Managers convey information honestly and and in a timely manner to financial markets, and financial markets make reasoned judgments of the effects of this information on 'true value'. As a consequence- –A company that invests in good long term projects will be rewarded. –Short term accounting gimmicks will not lead to increases in market value. –Stock price performance is a good measure of company performance. In practice: There are some holes in the 'Efficient Markets' assumption.

33. 33 Managers control the release of information to the general public Information (especially negative) is sometimes suppressed or delayed by managers seeking a better time to release it. In some cases, firms release intentionally misleading information about their current conditions and future prospects to financial markets.

34. 34 Evidence that managers delay bad news?

35. 35 Some critiques of market efficiency.. Investors are irrational and prices often move for not reason at all. As a consequence, prices are much more volatile than justified by the underlying fundamentals. Earnings and dividends are much less volatile than stock prices. Investors overreact to news, both good and bad. Financial markets are manipulated by insiders; Prices do not have any relationship to value. Investors are short-sighted, and do not consider the long-term implications of actions taken by the firm

36. 36 Are Markets Short term? Focusing on market prices will lead companies towards short term decisions at the expense of long term value. a.I agree with the statement b.I do not agree with this statement Allowing managers to make decisions without having to worry about the effect on market prices will lead to better long term decisions. a.I agree with this statement b.I do not agree with this statement Neither managers nor markets are trustworthy. Regulations/laws should be written that force firms to make long term decisions. a.I agree with this statement b.I do not agree with this statement

37. 37 Are Markets short term? Some evidence that they are not.. There are hundreds of start-up and small firms, with no earnings expected in the near future, that raise money on financial markets. Why would a myopic market that cares only about short term earnings attach high prices to these firms? If the evidence suggests anything, it is that markets do not value current earnings and cashflows enough and value future earnings and cashflows too much. After all, studies suggest that low PE stocks are under priced relative to high PE stocks The market response to research and development and investment expenditures is generally positive.

38. 38 Market Reaction to Investment Announcements

39. 39 But what about market crises? Many critics of markets point to market bubbles and crises as evidence that markets do not work. For instance, the market turmoil between September and December 2008 is pointed to as backing for the statement that free markets are the source of the problem and not the solution. There are two counter arguments that can be offered: –The events of the last quarter illustrate that we are more dependent on functioning, liquid markets, with risk taking investors, than ever before in history. As we saw, no government or other entity (bank, Buffett) is big enough to step in and save the day. –The firms that caused the market collapse (banks, investment banks) were among the most regulated businesses in the market place. If anything, their failures can be traced to their attempts to take advantage of regulatory loopholes (badly designed insurance programs… capital measurements that miss risky assets, especially derivatives)

40. 40 IV. Firms and Society In theory: All costs and benefits associated with a firm’s decisions can be traced back to the firm. In practice: Financial decisions can create social costs and benefits. –A social cost or benefit is a cost or benefit that accrues to society as a whole and not to the firm making the decision. Environmental costs (pollution, health costs, etc..) Quality of Life' costs (traffic, housing, safety, etc.) –Examples of social benefits include: creating employment in areas with high unemployment supporting development in inner cities creating access to goods in areas where such access does not exist

41. 41 Social Costs and Benefits are difficult to quantify because.. They might not be known at the time of the decision. In other words, a firm may think that it is delivering a product that enhances society, at the time it delivers the product but discover afterwards that there are very large costs. (Asbestos was a wonderful product, when it was devised, light and easy to work with… It is only after decades that the health consequences came to light) They are 'person-specific’. (different decision makers weight them differently) They can be paralyzing if carried to extremes.

42. 42 A test of your social consciousness: Put your money where you mouth is… Assume that you work for Disney and that you have an opportunity to open a store in an inner-city neighborhood. The store is expected to lose about $100,000 a year, but it will create much-needed employment in the area, and may help revitalize it. Would you open the store? a)Yes b)No If yes, would you tell your stockholders and let them vote on the issue? a)Yes b)No If no, how would you respond to a stockholder query on why you were not living up to your social responsibilities?

43. 43 So this is what can go wrong... STOCKHOLDERS Managers put their interests above stockholders Have little control over managers BONDHOLDERS Lend Money Bondholders can get ripped off FINANCIAL MARKETS SOCIETY Managers Delay bad news or provide misleading information Markets make mistakes and can over react Significant Social Costs Some costs cannot be traced to firm

44. 44 Traditional corporate financial theory breaks down when... The interests/objectives of the decision makers in the firm conflict with the interests of stockholders. Bondholders (Lenders) are not protected against expropriation by stockholders. Financial markets do not operate efficiently, and stock prices do not reflect the underlying value of the firm. Significant social costs can be created as a by-product of stock price maximization.

45. 45 When traditional corporate financial theory breaks down, the solution is: To choose a different mechanism for corporate governance, i.e, assign the responsibility for monitoring managers to someone other than stockholders. To choose a different objective for the firm. To maximize stock price, but reduce the potential for conflict and breakdown: –Making managers (decision makers) and employees into stockholders –Protect lenders from expropriation –By providing information honestly and promptly to financial markets –Minimize social costs

46. 46 An Alternative Corporate Governance System Germany and Japan developed a different mechanism for corporate governance, based upon corporate cross holdings. –In Germany, the banks form the core of this system. –In Japan, it is the keiretsus –Other Asian countries have modeled their system after Japan, with family companies forming the core of the new corporate families At their best, the most efficient firms in the group work at bringing the less efficient firms up to par. They provide a corporate welfare system that makes for a more stable corporate structure At their worst, the least efficient and poorly run firms in the group pull down the most efficient and best run firms down. The nature of the cross holdings makes its very difficult for outsiders (including investors in these firms) to figure out how well or badly the group is doing.

47. 47 Choose a Different Objective Function Firms can always focus on a different objective function. Examples would include –maximizing earnings –maximizing revenues –maximizing firm size –maximizing market share –maximizing EVA The key thing to remember is that these are intermediate objective functions. –To the degree that they are correlated with the long term health and value of the company, they work well. –To the degree that they do not, the firm can end up with a disaster

48. 48 Maximize Stock Price, subject to.. The strength of the stock price maximization objective function is its internal self correction mechanism. Excesses on any of the linkages lead, if unregulated, to counter actions which reduce or eliminate these excesses In the context of our discussion, –managers taking advantage of stockholders has lead to a much more active market for corporate control. –stockholders taking advantage of bondholders has lead to bondholders protecting themselves at the time of the issue. –firms revealing incorrect or delayed information to markets has lead to markets becoming more “skeptical” and “punitive” –firms creating social costs has lead to more regulations, as well as investor and customer backlashes.

49. 49 The Stockholder Backlash Institutional investors such as Calpers and the Lens Funds have become much more active in monitoring companies that they invest in and demanding changes in the way in which business is done Individuals like Carl Icahn specialize in taking large positions in companies which they feel need to change their ways (Blockbuster, Time Warner and Motorola) and push for change At annual meetings, stockholders have taken to expressing their displeasure with incumbent management by voting against their compensation contracts or their board of directors

50. 50 The Hostile Acquisition Threat The typical target firm in a hostile takeover has –a return on equity almost 5% lower than its peer group –had a stock that has significantly under performed the peer group over the previous 2 years –has managers who hold little or no stock in the firm In other words, the best defense against a hostile takeover is to run your firm well and earn good returns for your stockholders Conversely, when you do not allow hostile takeovers, this is the firm that you are most likely protecting (and not a well run or well managed firm)

51. 51 In response, boards are becoming more independent… Boards have become smaller over time. The median size of a board of directors has decreased from 16 to 20 in the 1970s to between 9 and 11 in 1998. The smaller boards are less unwieldy and more effective than the larger boards. There are fewer insiders on the board. In contrast to the 6 or more insiders that many boards had in the 1970s, only two directors in most boards in 1998 were insiders. Directors are increasingly compensated with stock and options in the company, instead of cash. In 1973, only 4% of directors received compensation in the form of stock or options, whereas 78% did so in 1998. More directors are identified and selected by a nominating committee rather than being chosen by the CEO of the firm. In 1998, 75% of boards had nominating committees; the comparable statistic in 1973 was 2%.

52. 52 Eisner’s concession: Disney’s Board in 2003

53. 53 Changes in corporate governance at Disney Required at least two executive sessions of the board, without the CEO or other members of management present, each year. Created the position of non-management presiding director, and appointed Senator George Mitchell to lead those executive sessions and assist in setting the work agenda of the board. Adopted a new and more rigorous definition of director independence. Required that a substantial majority of the board be comprised of directors meeting the new independence standards. Provided for a reduction in committee size and the rotation of committee and chairmanship assignments among independent directors. Added new provisions for management succession planning and evaluations of both management and board performance Provided for enhanced continuing education and training for board members.

54. 54 Eisner’s exit… and a new age dawns? Disney’s board in 2008

55. 55 What about legislation? Every corporate scandal creates impetus for a legislative response. The scandals at Enron and WorldCom laid the groundwork for Sarbanes- Oxley. You cannot legislate good corporate governance. –The costs of meeting legal requirements exceed the benefits –Laws always have unintended consequences –In general, laws tend to be blunderbusses that penalize good companies more than they punish the bad companies.

56. 56 Is there a payoff to better corporate governance? In the most comprehensive study of the effect of corporate governance on value, a governance index was created for each of 1500 firms based upon 24 distinct corporate governance provisions. –Buying stocks that had the strongest investor protections while simultaneously selling shares with the weakest protections generated an annual excess return of 8.5%. –Every one point increase in the index towards fewer investor protections decreased market value by 8.9% in 1999 –Firms that scored high in investor protections also had higher profits, higher sales growth and made fewer acquisitions. The link between the composition of the board of directors and firm value is weak. Smaller boards do tend to be more effective. On a purely anecdotal basis, a common theme at problem companies is an ineffective board that fails to ask tough questions of an imperial CEO.

57. 57 The Bondholders’ Defense Against Stockholder Excesses More restrictive covenants on investment, financing and dividend policy have been incorporated into both private lending agreements and into bond issues, to prevent future “Nabiscos”. New types of bonds have been created to explicitly protect bondholders against sudden increases in leverage or other actions that increase lender risk substantially. Two examples of such bonds –Puttable Bonds, where the bondholder can put the bond back to the firm and get face value, if the firm takes actions that hurt bondholders –Ratings Sensitive Notes, where the interest rate on the notes adjusts to that appropriate for the rating of the firm More hybrid bonds (with an equity component, usually in the form of a conversion option or warrant) have been used. This allows bondholders to become equity investors, if they feel it is in their best interests to do so.

58. 58 The Financial Market Response While analysts are more likely still to issue buy rather than sell recommendations, the payoff to uncovering negative news about a firm is large enough that such news is eagerly sought and quickly revealed (at least to a limited group of investors). As investor access to information improves, it is becoming much more difficult for firms to control when and how information gets out to markets. As option trading has become more common, it has become much easier to trade on bad news. In the process, it is revealed to the rest of the market. When firms mislead markets, the punishment is not only quick but it is savage.

59. 59 The Societal Response If firms consistently flout societal norms and create large social costs, the governmental response (especially in a democracy) is for laws and regulations to be passed against such behavior. For firms catering to a more socially conscious clientele, the failure to meet societal norms (even if it is legal) can lead to loss of business and value. Finally, investors may choose not to invest in stocks of firms that they view as socially irresponsible.

60. 60 The Counter Reaction STOCKHOLDERS Managers of poorly run firms are put on notice. 1. More activist investors 2. Hostile takeovers BONDHOLDERS Protect themselves 1. Covenants 2. New Types FINANCIAL MARKETS SOCIETY Managers Firms are punished for misleading markets Investors and analysts become more skeptical Corporate Good Citizen Constraints 1. More laws 2. Investor/Customer Backlash

61. 61 So what do you think? At this point in time, the following statement best describes where I stand in terms of the right objective function for decision making in a business a)Maximize stock price, with no constraints b)Maximize stock price, with constraints on being a good social citizen. c)Maximize stockholder wealth, with good citizen constraints, and hope/pray that the market catches up with you. d)Maximize profits or profitability e)Maximize earnings growth f)Maximize market share g)Maximize revenues h)Maximize social good i)None of the above

62. 62 The Modified Objective Function For publicly traded firms in reasonably efficient markets, where bondholders (lenders) are protected: –Maximize Stock Price: This will also maximize firm value For publicly traded firms in inefficient markets, where bondholders are protected: –Maximize stockholder wealth: This will also maximize firm value, but might not maximize the stock price For publicly traded firms in inefficient markets, where bondholders are not fully protected –Maximize firm value, though stockholder wealth and stock prices may not be maximized at the same point. For private firms, maximize stockholder wealth (if lenders are protected) or firm value (if they are not)